Several Legal Issues On The Subject Of Liabilities For The Dissolution And Liquidation Of A Company

The dissolution and liquidation of a company refer to a liquidation procedural in which the assets, creditor's right and debts of the company shall be cleared up, the internal and external legal relationship of the company shall be settled after the conditions for the liquidation of the company are met. Under the legal relationship of the liquidation of a company, in order to give remedies to the minor shareholders, the creditors and other related obligees, the subject of liabilities for dissolution shall be asked to undertake legal obligations and assume the liabilities if they do not perform such legal obligations. This shall be the targets of the law for providing the liquidation of a company to pursue the targets of procedural justice and substantive justice. But there is no specified rules regarding the scope of the subjects of liabilities for the dissolution of a company, and there is no detailed rules on what kind of legal liabilities such subjects shall undertake if they do not perform the liquidation obligations. This brings difficulties to apply relevant rules to solve the liquidation issues and impose liquidation liabilities during the judicial practices. Aiming at the existing problems in judicial practices, This thesis uses the problems arising from the liquidation cases as introductions, and discusses the relevant issues regarding the subjects of liabilities for the liquidation of a company in an attempt to fully carry out the legal liabilities of such subjects in judicial practice, to better protect the rights and interests of the creditor and other interested party, and maintain the transaction order of the market.This thesis is divided into three parts. In the first part, the author introduces several plights in practices regarding subjects of liabilities for dissolution, including the inconsistence between the subjects undertaking the obligations and the subjects assuming the liabilities in the law; the deficiency of the laws and regulations regarding the compensation scope of the subjects of liabilities and the ways to undertake the liabilities; the imperfect laws leave the person who abuses the status of a legal person and the limited liabilities to avoid corresponding punishment; the unscientific definition to the subject of liabilities to organize the liquidation in existing laws, etc. The second part generally introduces the legislations and theories on the subject of liabilities for dissolution in foreign countries. The foreign legislations, through the appointment of a liquidator, indirectly provide the subject that is responsible for the liquidation of the company after the company being dissolved. They also involved the exemption and civil responsibility and jeopardizes the liquidation of the criminal responsibility, etc. The provisions regarding the subjects of liabilities for dissolution in current laws of our country are mainly concentrated in the organization responsibilities, liabilities of infringing creditor's rights, civil liabilities for the promise to the nation and the violence of the contribution obligation of the obligator of the liquidation. The third part brings forward several legislative and judicial suggestions on how to perfect the subjects of liabilities for liquidation, including to clearly provide the definition of the obligor for the liquidation; to define the scope of the obligor for liquidation explicitly; to clearly define the responsibility scope and the way to carry out such responsibilities of the subjects of liabilities for liquidation, as well as to perfect the interests protection mechanism for the creditor so that the liquidation liabilities can be enforced effectively.